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Notice of Annual Meeting of Stockholders Your Vote Is NOTICE OF ANNUAL MEETING OF STOCKHOLDERS November 4, 2020 To our stockholders: YOUR VOTE IS IMPORTANT NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of KLA Corporation (“we” or the “Company”), a Delaware corporation, will be held virtually on Wednesday, November 4, 2020 at 12:00 p.m. PST, for the following purposes: 1. To elect the eleven candidates nominated by our Board of Directors to serve as directors for one-year terms, each until his or her successor is duly elected. 2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2021. 3. To approve on a non-binding, advisory basis our named executive officer compensation. 4. To vote on a stockholder proposal regarding proxy access, if properly submitted at the Annual Meeting. 5. To transact such other business as may properly come before the Annual Meeting or any adjournment thereof. The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. Only stockholders of record at the close of business on September 16, 2020 are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. Sincerely, Richard P. Wallace President and Chief Executive Officer Milpitas, California This Notice of Annual Meeting of Stockholders, Proxy Statement and form of proxy are being made available electronically and mailed on or about September 23, 2020. All stockholders are cordially invited to attend the Annual Meeting virtually; however, regardless of whether you expect to attend the Annual Meeting virtually, we encourage you to vote as soon as possible. You may vote by proxy over the Internet or by telephone, or, if you received paper copies of the proxy materials by mail, you can also vote by mail by following the instructions on the proxy card or voting instruction card. Voting over the Internet, by telephone or by written proxy or voting instruction card will ensure your representation at the Annual Meeting regardless of whether you attend virtually. TABLE OF CONTENTS Questions and Answers 1 Proposal One: Election of Directors 8 Information About the Board of Directors and its Committees 9 Our Corporate Governance Practices 24 Proposal Two: Ratification of Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending June 30, 2021 26 Proposal Three: Approval of our Named Executive Officer Compensation 28 Information About Executive Officers 29 Proposal Four: Stockholder Proposal for Proxy Access 31 Security Ownership of Certain Beneficial Owners and Management 33 Executive Compensation and Other Matters 36 Compensation Committee Report 54 Executive Compensation Tables 55 Certain Relationships and Related Transactions 74 Equity Compensation Plan Information 75 Report of the Audit Committee 77 Information for KLA Annual Meeting of Stockholders November 4, 2020 78 i This Page Intentionally Left Blank ANNUAL MEETING OF STOCKHOLDERS OF KLA CORPORATION TO BE HELD ON NOVEMBER 4, 2020 PROXY STATEMENT QUESTIONS AND ANSWERS QUESTIONS AND ANSWERS REGARDING PROXY MATERIALS 1. WHY AM I RECEIVING COPIES OF THESE MATERIALS? The Board of Directors (the “Board”) of KLA Corporation (“KLA,” the “Company” or “we”) is providing these proxy materials to you in connection with KLA’s Annual Meeting of Stockholders to be held on Wednesday, November 4, 2020 at 12:00 p.m. PST (the “Annual Meeting”). As a stockholder, you are invited to attend the Annual Meeting, which will be conducted solely online via webcast. The purposes of the Annual Meeting are set forth in the accompanying Notice of Annual Meeting of Stockholders and this Proxy Statement. These proxy solicitation materials, together with our Annual Report for fiscal year 2020, were first made available electronically and mailed to those stockholders requesting hard copies on or about September 23, 2020 to all stockholders entitled to vote at the Annual Meeting. Our principal executive offices are located at One Technology Drive, Milpitas, California 95035, and our telephone number is (408) 875-3000. 2. HOW MAY I OBTAIN KLA’S ANNUAL REPORT ON FORM 10-K? A copy of our Annual Report on Form 10-K for fiscal year 2020 is available free of charge on the Internet from the website of the Securities and Exchange Commission (the “SEC”) at http://www.sec.gov, as well as on our website at http://ir.KLA.com. 3. WHY DID I RECEIVE A NOTICE IN THE MAIL REGARDING THE INTERNET AVAILABILITY OF THE PROXY MATERIALS INSTEAD OF A PAPER COPY OF THE PROXY MATERIALS? We are again mailing to our stockholders a notice regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials. All stockholders will have the ability to access the proxy materials over the Internet and request to receive a paper copy of the proxy materials by mail. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found in the notice. In addition, the notice contains instructions on how you may request access to proxy materials in printed form by mail or electronically on an ongoing basis. 4. HOW CAN I ACCESS THE PROXY MATERIALS OVER THE INTERNET? Your notice regarding the Internet availability of the proxy materials, proxy card or voting instruction card will contain instructions on how to: ▶ Access and view our proxy materials for the Annual Meeting on the Internet; and ▶ Instruct us to send our future proxy materials to you electronically by e-mail. Our proxy materials are also available on our website at the following address: http://www.KLA.com/annualmeeting. 1 Your notice regarding the Internet availability of the proxy materials, proxy card or voting instruction card will contain instructions on how you may request access to proxy materials electronically on an ongoing basis. Choosing to access your future proxy materials electronically will help us conserve natural resources and reduce the costs of printing and distributing our proxy materials. If you choose to access future proxy materials electronically, you will receive an e-mail with instructions containing a link to the website where those materials are available and a link to the proxy voting website. Your election to access proxy materials by e-mail will remain in effect until you terminate it. 5. HOW MAY I OBTAIN A PAPER COPY OF THE PROXY MATERIALS? Stockholders receiving a notice regarding the Internet availability of the proxy materials will find instructions in that notice about how to obtain a paper copy of the proxy materials free of charge. Stockholders who have previously submitted a standing request to receive paper copies of our proxy materials will receive a paper copy of the proxy materials by mail. 6. WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS? You may request delivery of a single copy of our future proxy statements and annual reports by writing to the address provided in the answer to Question 7 below or calling our Investor Relations department at the telephone number below. Stockholders may also request electronic delivery of future proxy statements by writing to the address below, by calling our Investor Relations department at (408) 875-3000 or via our website at http://ir.KLA.com. 7. I RECEIVED ONE COPY OF THESE MATERIALS. MAY I GET ADDITIONAL COPIES? Certain stockholders who share an address are being delivered only one copy of this Proxy Statement. You may receive additional copies of this Proxy Statement without charge by sending a written request to KLA Corporation, Attention: Investor Relations, One Technology Drive, Milpitas, California 95035. Requests may also be made by calling our Investor Relations department at (408) 875-3000. QUESTIONS AND ANSWERS REGARDING THE ANNUAL MEETING 8. WHY IS THE ANNUAL MEETING BEING HELD VIRTUALLY? In light of the COVID-19 pandemic and to support the health and well-being of our stockholders, employees and community, the Board elected to hold our Annual Meeting solely as a virtual meeting on the Internet. We anticipate returning to an in person meeting of stockholders next year, or as soon as practicable thereafter. 9. HOW CAN I ATTEND THE ANNUAL MEETING? The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. You are entitled to participate in the Annual Meeting if you were a registered stockholder of the Company as of the close of business on September 16, 2020 (the “Record Date”), or if you hold a valid proxy for the Annual Meeting. No physical meeting will be held. If you are a registered stockholder (i.e., you hold your shares through our transfer agent, Computershare), you will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.meetingcenter.io/289878397. You also will be able to vote your shares online by attending the Annual Meeting by webcast. To participate in the Annual Meeting, you will need to review the information included on your notice, on your proxy card or on the instructions that accompanied your proxy materials. The password for the meeting is KLAC2020. If you hold your shares through an intermediary, such as a bank or broker and wish to participate in the Annual Meeting, you must register in advance using the instructions below. If you do not register, you may still attend the Annual Meeting as a guest by visiting www.meetingcenter.io/289878397 and entering the password for the meeting. Guests may not ask questions or vote at the Annual Meeting. The online meeting will begin promptly at 12:00 p.m., Pacific Time. We encourage you to access the meeting prior to the start time leaving ample time for the check in.
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